Terms & Conditions
1. About us
1.1 Company details. Studio de la Haye Limited (company number 16104698) (we and us) is a company registered in England and Wales and our registered office is at 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF.
1.2 Our VAT number is 483 7745 45.
1.3 Contacting us. To contact us email tristan@studiodelahaye.com. How to give us formal notice of any matter under the Contract is set out in clause 15.2.
2. Our contract with you
2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.
2.2 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
3. Placing an order and its acceptance
3.1 Any proposal or estimate is based on information provided and may be amended if errors or omissions arise.
3.2 Acceptance of our written estimate or proposal, together with payment of the deposit, constitutes a binding Contract.
4. Our services
4.1 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
4.2 Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
5. Our goods
5.1 The images of the Goods on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflects the colour of the Goods. The colour of your Goods may vary slightly from those images.
6. Your and/or Subcontractors’ obligations
6.1 It is your responsibility (and/or that of any of your subcontractors) to ensure that:
(a) the terms of your order are complete and accurate;
(b) you and/or your subcontractors cooperate with us in all matters relating to the Services;
(c) you and/or your subcontractors provide us, our employees, agents, consultants and subcontractors, with access to your premises, and other facilities as we may reasonably require;
(d) you and/or your subcontractors provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(e) you and/or your subcontractors prepare your premises for the supply of the Services;
6.2 If our performance of the Services is prevented or delayed by any act or omission by you and/or your subcontractors or failure to fulfil any obligation under Clause 6.1 (Your Default):
(a) we may suspend performance of the Services until Your Default is remedied and shall not be liable for any resulting delay or failure in performance;
(b) your Default shall relieve us from performing our obligations to the extent it prevents or delays such performance and may, if not remedied, entitle us to terminate the Contract;
(c) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
(d) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
7. Delivery, transfer of risk and title
7.1 We will contact you with an estimated delivery date at the point of order. Delivery times may vary depending on the nature of the goods and availability. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 14 for our responsibilities when this happens.
7.2 Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order.
7.3 You own the Goods once we have received payment in full, including of all applicable delivery charges, and from that time the Goods shall be at your risk and you shall ensure that they are adequately insured against all usual risk of loss or damage
7.4 The pre-delivery balance shall remain payable on the original due date even if delivery is delayed due to building works or access issues at your premises, as we will be required to pay our suppliers at that time.
7.5 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.
8. International delivery
8.1 We deliver to international destinations on a port-only basis. Delivery will be made to the port nominated at the point of order, and it shall be your responsibility (or that of your nominated representative) to arrange onward transport from the port. You shall be responsible for, and bear all costs, taxes, duties, fees, insurances and any other charges associated with the Importation and onward delivery of the Goods. as are listed on our website from time to time. Occasionally, delivery to certain destinations may be subject to restrictions.
8.2 You shall be liable for the payment of all import duties, taxes, levies and other charges imposed in connection with the importation or delivery of the Goods, and we shall have no liability in respect thereof
8.3 We shall not be liable for any delay, loss, or damage arising from your failure to comply with applicable customs, tax or import laws, or from any act or omission of customs or governmental authorities
8.4 From the time the Goods are delivered to your nominated shipping agent or freight forwarder (whether at a sea port or airport), you shall take full responsibility for and ensure that the Goods are adequately insured against loss, theft, or damage during transit and thereafter.
9. Price of goods and delivery charges
9.1 The price of the Goods will initially be set out in our written estimate provided to you at the start of the design process. This estimate is indicative only and may change as the design develops and specifications are finalised. The final price will be confirmed in the written contract issued once the design has been approved.
9.2 The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
9.3 The price of the Goods includes all applicable delivery charges.
9.4 We take all reasonable care to ensure that pricing information is accurate at the time of issue. However, where a clerical or calculation error has occurred, we reserve the right to correct it and will notify you in writing before proceeding further.
10. Payment Terms
10.1 A non-refundable deposit of such percentage of the initial estimate as we may shall be payable upon acceptance of the order and before commencement of any work. For longer-term projects, a further top-up payment may be required prior to manufacture, ordering, or contract sign-off, as agreed in writing between the parties. The initial estimate is indicative and may be revised as the design progresses.
10.2 On finalisation of the design, we shall issue a written contract confirming the final price. We may require a top-up payment to adjust the deposit to reflect the final contract value, save where the adjustment is minor, in which case it will be added to the pre-delivery balance.
10.3 The pre-delivery balance (being the remaining amount due under the Contract) shall be paid no later than fourteen (14) days before the agreed or planned delivery date. For the avoidance of doubt, if delivery is postponed for reasons not attributable to us, including site or access delays, the pre-delivery balance shall nevertheless fall due on the original date.
10.4 All sums due shall be paid in cleared funds by bank transfer to the account specified on our invoice. Title in the Goods shall pass only upon receipt in full of all amounts payable under the Contract.
10.5 All payments shall be made in pounds sterling (GBP £) and in full without deduction or set-off, and you shall be responsible for any bank or currency conversion charges incurred in making payment.
10.6 If you fail to make payment by the due date, we may suspend performance and charge interest on overdue sums at 4% per annum above the Bank of England base rate, accruing daily until payment is received.
11. Our warranty for the goods
11.1 We provide a warranty that on delivery and for a period of 12 months from delivery (or such longer periods as we may specify in writing for particular products), the Goods shall:
(a) subject to clause 5, conform with their description; and
(b) be fit for any purpose held out by us.
11.2 In relation to cabinetry and fitted furniture items, the warranty period shall be between five (5) and ten (10) years, depending on the manufacturer’s specification applicable to the relevant product. The precise warranty period will be confirmed to you in writing where available.
11.3 In relation to appliances, sinks, taps, handles and other third-party components, any warranty provided by the original manufacturer shall apply, and you shall be responsible for registering the products directly with the manufacturer in accordance with their requirements to benefit from any extended warranty. We provide no separate warranty for such third-party goods.
11.4 Subject to clause 11.5, if:
(a) you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 11.1;
(b) we are given a reasonable opportunity of examining the Goods; and
(c) we ask you to do so, you return the Goods to us at your cost,
we will, at our option, repair or replace the defective Goods, or refund the amount of the price of the defective Goods to be determined by us on a case-by-case basis.
11.5 We will not be liable for breach of the warranty set out in clause 11.1 if:
(a) you make any further use of the Goods after giving notice to us under clause 11.2;
(b) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
11.6 We will only be liable to you for the Goods' failure to comply with the warranty set out in clause 11.1 to the extent set out in this clause 11.
11.7 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
11.8 These Terms also apply to any repaired or replacement Goods supplied by us to you.
12. Data Protection
12.1 We will collect and process your personal data only in accordance with the UK General Data Protection Regulation (GDPR) and the Data Protection Act 2018. Your data will be used solely for administering our business relationship and will not be shared with third parties except where necessary for fulfilling the Contract.
13. Our liability: your attention is particularly drawn to this clause
13.1 References to liability in this clause 13 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
13.2 We only supply the Goods for internal use by your business, and you agree not to use the Goods for any resale purposes.
13.3 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) any other liability that cannot be limited or excluded by law.
13.4 If you are a business:
(a) Subject to clause 13.3, we will under no circumstances be liable to you for:
(i) any loss of profits, sales, business, or revenue; or
(ii) loss of business opportunity; or
(iii) any indirect or consequential loss.
13.5 If you are a Consumer:
(a) Subject to clause 13.3:
(i) we are only liable for loss or damage that is a foreseeable result of our breach of the Terms or our negligence, and not for any loss or damage that is not foreseeable.
(ii) We are not liable for any loss, damage, cost or claim arising from your refusal of recommended goods or services.
(b) Nothing in these Terms affects your statutory rights under consumer law (including the Consumer Rights Act 2015)
14. Events outside our control
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
14.3 You may cancel the Contract within 14 days of placing your order, excluding any bespoke or custom made items, which are non-cancellable and non-refundable once the order has been confirmed. After this period has expired, the Contract shall not be cancellable by you, including in the event of an Event Outside Our Control. In such circumstances, we will use all reasonable endeavours to resume performance as soon as possible.
15. Communications between us
15.1 When we refer to "in writing" in these Terms, this includes email.
15.2 Any notice given under or in connection with the Contract must be in writing and be sent by email.
15.3 A notice is deemed to have been received if sent by email, at 9.00 am the next working day after transmission.
15.4 In proving the service of any notice in the case of an email, that such email was sent to the specified email address of the addressee.
15.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
16. Cancellation
16.1 You have the right to cancel the Contract at any time up to the end of 14 days after the day on which the Contract is concluded, subject to the provisions of this clause.
16.2 You do not have the right to cancel the Contract if the supply of the Services begins with your agreement before the end of the 14-day cancellation period or if the Goods are bespoke or made to your specifications. By paying the deposit and instructing us to commence work, you acknowledge that the Services will begin immediately and that you will lose the statutory right to cancel once work has started.
16.3 To exercise the right of cancellation under clause 16.1, you must give us written notice.
16.4 Once you have notified us that you are cancelling the Contract under clause 16.1, we will, within 30 days, refund any payments you have made, less any reasonable deductions for work already performed or materials purchased.
16.5 After the 14-day period referred to in clause 16.1 has expired, you may still terminate the Contract at any time by giving written notice. In that event, you will be liable to pay for: (a) all Services provided up to the date of termination; (b) any Goods, materials or components ordered or produced for you; (c) any third-party services or costs incurred on your behalf; and (d) any reasonable cancellation or restocking charges applied by suppliers. Deposits are non-refundable.
16.6 Termination of the Contract will not affect either party’s accrued rights or liabilities at the date of termination, including our right to recover any money owing to us.
17. General
17.1 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and a director of Studio de la Haye (or the director of the Company).
17.2 We may assign or subcontract our rights and obligations under the Contract where reasonably necessary for operational purposes, provided this does not materially affect your rights under the Contract.
17.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
17.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
17.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
17.6 Governing law and jurisdiction. The Contract is governed by English law and you and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.
